9911796707
TMI BlogDisclosures in offer document and abridged prospectus and letter of offer for issue of Indian depository receipts [See regulations 185(2)(b), 193(1), 200(1), 218(2) and 222(1)]X X X X Extracts X X X X X X X X Extracts X X X X ..... e Board (without payment of any additional fees), after incorporating therein changes, if any, specified by the Board. The updated draft prospectus shall be made public for a period of twenty one days from the date of its filing with the Board. (c) The contents of the prospectus including the financial statements of the issuing company, its subsidiaries and associates shall be in simple English. (d) The term associate for the purpose of this Schedule would mean associate as defined in Indian Accounting Standards, or IFRS or US GAAP in which the financial statements of the issuing company are disclosed. (e) The prospectus shall contain all material information which shall be true and adequate so as to enable the investors to make an informed decision. (f) The prospectus shall contain all information and statements specified herein. (g) The issuing company shall, through a lead manager(s), file a prospectus certified by two authorized signatories of the issuing company, one of whom shall be a whole-time director and other the Chief Accounts Officer or the Chief Financial Officer, stating the particulars of the resolution of the Board or the shareholders by which it was approved, with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ns are made or proposed to be made for listing of the IDR; (g) Disclosure about provisions relating to punishment for fictitious applications; (h) Statement/declaration for refund of excess subscription; (i) Statement that an interest of 15 per cent. p.a. shall be paid to the investors if the allotment letters/refund orders are not despatched within fifteen days of the closure of the public issue; (j) Declaration about issue of allotment letters/certificates/IDR within the stipulated period; (k) Date of opening of issue; (l) Date of earliest closing of the issue; (m) Date of closing of issue; (n) Method and expected timetable of the issue; (o) A statement that subscription to the issue shall be kept open for at least three working days and not more than ten working days; (p) Declaration by the lead manager(s) with regard to adequacy of resources of underwriters to discharge their respective obligations, in case of being required to do so; (q) A statement by the issuing company that all monies received out of issue of IDR shall be transferred to a separate domestic bank account, name and address of the bank and the nature and number of the account to which the amount shall be credit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ) Market price of shares for each quarter of the last three calendar years preceding the calendar year preceding the year of the issue of the prospectus (High, Low, Average Daily Trading Volume) (b) Market price of shares for each month of the calendar year preceding the year of the issue of the prospectus (High, Low, Average Daily Trading Volume) (c) Market price of shares for the month preceding the date of the prospectus (High, Low, Average Daily Trading Volume) (d) The opening and closing price on the last day of the month preceding the date of the prospectus along with the volume (8) Dividends: (a) Dividend policy of the issuing company (b) Rate of dividend and amount of dividend paid for the last five financial years (c) Regulatory framework in the country of incorporation/share listed concerning dividends (d) Details of arrangement with the depositories for payment of dividend to the IDR holders (e) Changes, if any, in dividends announced and dividends paid and time gap between the dividends announced and dividends paid (f) Dividend yield (g) Taxation aspects of dividend distribution (9) Exchange rates: (a) Brief history of the pattern of the exchange rates between the count ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ) or with the International Financial Reporting Standards (IFRS) or US GAAP, for a period of three financial years immediately preceding the date of the prospectus shall contain the following: (i) Report of Auditors on the Financial Statements (ii) Balance Sheets (iii) Statements of Income (iv) Schedules to Accounts (v) Statements of Changes in Stockholders Equity (vi) Statements of Cash Flows (vii) Statement of Accounting Policies (viii) Notes to the Financial Statements (ix) Statement Relating to Subsidiary Companies (in case of unconsolidated financial statements) (x) Related Party Transactions (xi) Liquidity and Capital Resources (b) The financial information in the prospectus shall be disclosed in the issuing company s functional currency/reporting currency/national currency and the reporting currency shall be restricted to Sterling Pound/Euro/Yen/US Dollar. (c) In case the financial results are prepared as per IFRS or US GAAP, the financial results shall be audited by a professional accountant or certified public accountant or equivalent (by whatever name called in the home country in accordance with the International Standards on Auditing (ISA)). (d) Where the law of the hom ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany opts to prepare and disclose the financial results as per US GAAP, a reconciliation statement vis-a-vis Indian Accounting Standards and summary of significant differences between the Indian Accounting Standards and US GAAP has to be annexed with the report. If financial results are prepared in accordance with IFRS, issuing company shall annex the summary of significant differences between the Indian Accounting Standards and IFRS. (h) Where the law of the home country does not require annual statutory audit of the accounts of the issuing company, a report, prepared in accordance with Indian accounting standards certified by Chartered Accountant in practice within the terms and meaning of the Chartered Accountants Act, 1949 on the financial statements/ results of the issuing company for each of the three financial years immediately preceding the date of prospectus including the profits or losses, assets, liabilities and cash-flow statement of the issuing company at the last date to which the accounts of the issuing company were made in the specified form: Provided that the gap between date of opening of issue and date of report shall not exceed 120 days. (i) The report prepared ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that may affect the results of the operations (d) An analysis of reasons for the changes in significant items of income and expenditure , inter alia, containing the following: (i) unusual or infrequent events or transaction (ii) significant economic changes that materially affected or are likely to effect income from continuing operations (iii) known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations (iv) future changes in relationship between costs and revenues, in case of events such as future increase in labour or material costs or prices that will cause a material change are known (v) extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices (vi) total turnover of each major industry segment in which the issuing company operated (vii) status of any publicly announced new products or business segment (viii) extent to which business is seasonal (ix) any significant dependence on a single or few suppliers or customers (x) competitive conditions (18) Industry and business overview: Market ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ctors 1 [ , the key managerial personnel and senior management ] with detailed breakup, sitting fees, their relation with promoters/controlling shareholder(s), if any, their equity holding in the issuing company, duration of their association with the issuing company. (d) Organisation structure. (e) Practices of the Board of Directors (f) Employees (22) Securities market of the country of incorporation where the shares are listed: (a) Brief history (b) Stock exchange regulations (c) Listing regulations (d) Details of the securities market regulator of the country of the issuing company (e) Whether the securities market regulator of the country of the issuing company has signed any MoU with the Board/IOSCO (f) Disclosure under the Companies Act and Securities Regulations (or equivalent thereof) (g) Stock exchanges (h) Takeover Code/Buy back Code (i) Reforms in some key sectors of the economy (j) Restriction on foreign ownership of securities (k) Overview of the financial sector (l) Nature of the securities trading market in that country (m) A statement of how the enforcement of Indian securities laws would be affected by the fact that the issuing company is located outside India (n) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Per Share (EPS) pre-issue for the last three years (as adjusted for changes in capital) (b) P/E pre-issue (c) Average return on net worth in the last three years (d) Minimum return on increased net worth required to maintain pre-issue EPS (e) Net Asset Value per share based on last balance sheet (f) Net Asset Value per share after issue and comparison thereof with the issue price (g) Comparison of all the accounting ratios of the issuing company as mentioned above with the industry average and with the accounting ratios of the peer group (i.e. companies of shares and of the IDR). The aggregate face value of the total equity shares underlying a single comparable size in the same industry. [The source from which industry average and accounting ratios of the peer group has been taken should be indicated]. (h) The face value of the IDR shall also be given. Provided that the projected earnings shall not be used as a justification for the issue price in the prospectus. Provided further that the accounting ratios disclosed in the prospectus in support of basis of the issue price shall be calculated after giving effect to the consequent increase in capital on account of compulsory convers ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... odian bank with the address of its office in India, the lead manager(s), the underwriter to the issue, the advisors to the issue and any other intermediary which has been appointed in connection with the issue of IDRs; (d) Name, address and contact information of the compliance officer in relation to the issue of IDRs. The compliance officer should be based in India (e) Name, address and contact information of the stock exchanges where applications have been made or are proposed to be made for listing of the IDRs; (f) Date of opening of issue; (g) Date of closing of issue; (h) Method and expected timetable of the issue; (i) Date of earliest closing of the issue; (j) Details of availability of prospectus and forms, i.e., date, time, place etc.; (k) Amount and mode of payment seeking issue of IDRs; (l) Disclosure on Investor Grievances and Redressal System; (m) Undertaking that the issuing company shall subject itself to the jurisdiction of the Indian Courts having jurisdiction over the place where the stock exchange is situated regarding grievances of the IDR applicants and IDR holders. (2) Capital Structure of the Issuing Company: Sr. No. Particulars Pre Issue number of shares % Ho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bstance should be mentioned, without reproducing the text of the sections). (e) Restrictions on investments in IDRs/fungibility of IDRs. (5) Particulars of the Issue: (a) Objects of the issue (b) Project cost (c) Means of financing (d) Name of the Appraising Agency, if any (e) Name of the Monitoring Agency, if any (6) Description of the IDRs and Rights of IDR Holders: (a) Brief description of the IDRs (b) Dividends, other distributions and rights of IDR holders (c) Voting rights and their manner of exercise by IDR holders, if any (d) Record dates and how the same will be disclosed (e) Reports and other communication to which the IDR holders will be entitled (f) Conversion procedure of IDRs into shares (g) Governing law regarding various aspects of IDRs and transactions therein. (7) Business Model/ Business Overview and Strategy (500 word limit in total) (8) Exchange-wise stock market data: This information should updated as on the last available date before the date of the prospectus (a) Market price of shares for each quarter of the last three calendar years preceding the calendar year preceding the year of the issue of the prospectus (High, Low, Average Daily Trading Volume) (b) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sue of IDRs shall make the disclosures as specified in this Part in the form of an addendum to the offer document. (2) Notwithstanding the above, where disclosures of matters similar or equivalent to those set out in this Schedule are required by home country regulations to be made in a particular form or by reference to particular requirements of such regulations, the same shall prevail over the requirements of this Schedule and shall be deemed to be complied with by disclosures made in the offer document on the basis of the home country regulations, but a reference shall be made in the addendum, to the concerned page numbers of the offer document where such disclosures are made. (I) Cover page: (A) Front cover page: (1) The front outside cover page of the addendum for a rights offering shall contain the following details: (a) The name of the issuer, its logo, address of its registered office, principal office in India, its telephone number, fax number, contact person, website address and e-mail address. (b) The number and price of IDRs offered and issue size, as may be applicable. (c) The following disclaimer and advisory on general risk: Investment in IDRs involves a degree of r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ages: The back inside cover page and back outside cover page of the addendum shall be in white. (II) Instructions for applicants: (A) Disclosure in relation to the process for announcement of record date, terms of payments and procedure and time schedule for allotment and issue of certificates, credit of IDRs to the investors demat account. (B) How to apply, availability of application forms and offer document for rights offering and mode of payment for all category of investors. (C) A statement that the IDR holders who have not received the application form may, along with the requisite application money, apply in writing on a plain paper. (D) The format to enable the IDR holders to make the application on plain paper specifying therein necessary particulars such as name, address, ratio of rights issue, issue price, number of IDRs held, ledger folio numbers, depository participant ID, client ID, number of IDRs entitled and applied for, additional IDRs if any, amount to be paid along with application, and particulars of cheque, etc. to be drawn in favour of the issuer s account. (E) A statement that the IDR holders making the application otherwise than on the application form shall ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nderwritten. (H) Method and expected timetable of the issue. (I) A statement by the issuing company that all monies received out of issue of IDR shall be transferred to a separate domestic bank account, name and address of the bank and the nature and number of the account to which the amount shall be credited. (J) Details of availability of the offer document along with the addendum and forms, i.e., date, time, place etc. (K) Amount and mode of payment seeking issue of IDRs. (L) A brief statement about the history, corporate structure and business overview of the issuer and major events in the past. (M) A brief status or statement on the compliance status of the issuer of its obligations under Depositary Agreement and the provisions of the listing agreement entered between the issuer and the stock exchanges, wherever its securities are listed, including the listing agreement entered with stock exchanges in India. (IV) Management (Board of Directors): (A) Name, date of birth, age, qualifications, experience, address, occupation and date of expiration of the current term of office of executive or whole time directors, giving their directorships in other companies, as the case may be. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Capital structure: (A) The authorised, issued and subscribed capital after suitable incorporation of the outstanding convertible securities (number of securities, description and aggregate nominal value). (B) Paid-up capital.(segregating IDRs). (C) The following details of outstanding instruments: (1) Details of options, if any. (2) Details of convertible securities, if any. (D) The shareholding pattern and IDR holding pattern as per the latest filing with the stock exchange(s). (E) The details of the shareholders holding more than three per cent. of the share capital of the issuer. (F) The details of IDRs lock-in, pledge of and encumbrance on such IDRs held by promoters, if applicable. (G) The details of IDRs acquired by promoters and promoter group, if applicable in the last six months immediately preceding the date of filing of the offer document along with addendum for rights offering with the designated stock exchange, in case of a fast track issue and in any other case, the date of filing draft offer document along with addendum for rights offering with the Board. (VIII) Particulars of the issue: (A) Objects of the Issue: (1) The purpose of the issue. (2) Break-up of the cos ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er in accordance with the home country regulations. (XIII) Material contracts and documents for inspection: Place at which inspection of the documents specified under rule 7 of the Companies (Issue of Indian Depository Receipts) Rules, 2004 , the offer document along with the addendum, the financial statements and auditor's report thereof will be allowed during the normal business hours. (XIV) Other regulatory and statutory disclosures: (A) Authority for the issue and details of resolution passed for the issue. (B) A statement by the issuer that the issuer, promoters, directors or person(s) in control of the promoter or the issuer, if applicable, have not been prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by the Board or the securities regulator of its home country. (C) It may be disclosed whether the issuer, promoters, the relatives of promoters, group companies, if applicable, are identified as wilful defaulters in India or in its home country. (D) Disclaimer clauses: The addendum for rights offering shall contain the following disclaimer clauses in bold capital let ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... been represented by the issuer and lead manager and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire IDRs of the Company, and are relying on independent advice / evaluation as to their ability and quantum of investment in this issue. (3) Disclaimer in respect of jurisdiction: A brief paragraph mentioning the jurisdiction under which provisions of law and the rules and regulations are applicable to the offer document for rights offering. (4) Disclaimer statement of the stock exchanges, if any. (5) Disclaimer statement of the Reserve Bank of India (if applicable). (E) Broad details of fees payable to various intermediaries involved in the IDR rights offering. (F) Arrangements or any mechanism evolved by the issuer for redressal of investor grievances in respect of IDRs and the time normally taken by it for disposal of various types of investor grievances. (XV) Undertakings by the issuer in connection with the issue: The issuer shall undertake that: (1) the complaints received in respect of the issue shall be attended to by the issuer expeditiously and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... complied with. (C) The signatories shall further certify that all disclosures made in the offer document and the addendum for rights offering are true and correct. Part D - Disclosures in an abridged letter of offer for rights issue of Indian depository receipts [See regulation 222(1)] (1) A listed issuer making a rights issue of IDRs shall make disclosures, as required under its home country regulations, if any, and as specified in Part B of this Schedule, in the abridged letter of offer for rights offering. (2) Notwithstanding the above, where disclosures of matters similar or equivalent to those set out in this Schedule are required to be made in a particular form or by reference to particular requirements of home country regulations, the same shall prevail over the requirements of this Schedule and shall be deemed to be complied with by such disclosures made in the offer document on the basis of the home country regulations. (3) The order in which items shall appear in the abridged letter of offer for rights offering shall correspond, wherever applicable, to the order in which items appear in the offer document and the addendum for rights offering. (4) The abridged letter of of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... interest of 15 per cent. p.a. would be paid to the investors if the allotments letters / refund orders are not despatched within 15 days of the closure of the rights issue, as the case may be. (J) Declaration about issue of allotment letters/certificates/ IDR within the stipulated period. (K) Date of opening of issue. (L) Date of closing of issue. (M) Last date for request for split. (N) Method and Expected Timetable of the issue. (O) Date of earliest closing of the issue. (P) Declaration by the merchant banker with regard to adequacy of resources of underwriters to discharge their respective obligations, in case of being required to do so. (Q) A statement by the issuing company that all monies received out of issue of IDR shall be transferred to a separate domestic bank account, name and address of the bank and the nature and number of the account to which the amount shall be credited. (R) Details of availability of letter of offer and forms, i.e., date, time, place etc. (S) Amount and mode of payment seeking issue of IDRs. (T) Disclosure on Investor Grievances and Redressal System. (U) That the issuing company undertakes to subject itself to the jurisdiction of Indian Courts havi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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